Common use of No Unlawful Payments Clause in Contracts

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the Company and the other members of the Group has instituted and maintained and will continue to maintain policies and procedures designed to promote and ensure compliance with the Anti-Bribery Laws;

No Unlawful Payments. none The Company or any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ not (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its business in compliance with applicable anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representations and warranties contained herein.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany director, officer, agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefitbenefit that would constitute a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in each case International Business Transactions, the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, except as described in the course of Registration Statement, the conduct of or in relation to Pricing Disclosure Package, the businesses or operations of Prospectus and the Group and each of Company’s periodic filings with the SEC under the Exchange Act since January 1, 2017. The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote promote, detect, ensure and ensure remediate compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company any Group Company, any of their respective directors, officers, employees or agents or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person Person acting on behalf of the any Group Company or any other member of the Group has (in the past five years:‌ case of directors, officers, employees, agents and other Persons acting on behalf of any Group Company, in connection with acting on behalf of a Group Company) (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) made any direct or indirect unlawful payment to influence any foreign or domestic government official action; or employee from corporate funds; (iii) made or taken any act action (a) in furtherance of an offer, provision, payment, or promise to pay anything of value, directly or authorisation of any direct or indirect unlawful payment or benefit indirectly, to any foreign government official (including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity entity, agency or instrumentality, or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper business advantage for any Group Company; or or (b) that would otherwise violate any applicable anti-corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott Laws, including any provision of the U.S. Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, or any provision of the Xxxxxxx Xxx 0000 of the United Kingdom; (iv) made, offered, agreed, requested or taken an act in furtherance made of any unlawful bribe or any other unlawful benefitbribe, including without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful payment; or improper payment (v) given or benefitagreed to give, in each case directly or indirectly, any gift or similar benefit to any governmental employee which (x) if not given in the course of the conduct of past, would have been reasonably expected to, individually or in relation to the businesses aggregate, have had a Company Material Adverse Effect; or operations of (y) if not continued in the Group and each of future, would be reasonably expected to, individually or in the aggregate, have a Company and the other members of the Group has instituted and maintained and will continue to maintain policies and procedures designed to promote and ensure compliance with the Anti-Bribery Laws;Material Adverse Effect.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted and maintained and will continue to maintain its subsidiaries have promoted policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws, and, reasonably promptly following the Antioffering pursuant to which this Agreement relates, will institute formal written policies and procedures designed to promote and ensure compliance with all applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of (x) the Company or any other member of the Group nor any Director its subsidiaries or any director or officer of the Company or any other member of the Group nor, (y) to the best knowledge of the Company, anyany directors, employeeofficers, agent employees, agents, controlled affiliates or other person persons acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Anti-Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Laws;Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none None of the Company or any other member of its Subsidiaries or any director, officer, employee or, to the knowledge of the Group nor Company, any Director or any director or officer agent of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group its Subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable law, regulation, order, decree, or directive having the force of law relating to anti-bribery or anti-corruption (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback, or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its Subsidiaries have instituted, maintain, and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Bribery Corruption Laws; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization or approval of the payment or giving of money, or anything else of value, to any person in violation of the Anti-Corruption Laws;

No Unlawful Payments. none Neither the Parent Guarantor nor any of its subsidiaries, nor any director, officer or employee of the Company Parent Guarantor or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the CompanyCompany and the Parent Guarantor, anyany agent, employee, agent affiliate or other person acting on behalf of the Company Parent Guarantor or any other member of the Group its subsidiaries has violated or is in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign public Public Officials in International Business Transactions, 1997, or committed an offence under the U.K. Bribery Act 2010 2010, or any other similar applicable lawsanti-bribery or anti-corruption law (collectively, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Corruption Laws”); , nor have any of the foregoing: (iii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or or (iviii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of (i), (ii), or in relation (iii) to the businesses or operations of extent that such conduct violates the Group applicable Anti-Corruption Laws. The Parent Guarantor and each of the Company its subsidiaries have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote and ensure compliance with the all applicable Anti-Bribery Corruption Laws;.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, in each case in directly or indirectly, the course proceeds of the conduct offering in furtherance of an offer, payment, promise to pay, or in relation to the businesses or operations authorization of the Group and each payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery or anti-corruption laws. For the past five years, the Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany employee of the Company, employeeany agent, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization or approval of any direct payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice in order to influence official action in violation of any applicable anti-corruption laws, or to any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any applicable anti-corruption laws, including any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Since January 1, 2011, neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany director, officer, employee, agent agent, affiliate or other person acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employeeemployee from corporate funds, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other anti-bribery or anti-corruption law in any jurisdictions where the Company or any of its subsidiaries conducts business; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any unlawful rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company BRP Parties, any of their respective subsidiaries, any director, officer or employee of any BRP Party or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries or, to the best knowledge of the CompanyBRP Parties, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company any BRP Party or any other member of the Group has in the past five years:‌ its subsidiaries (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) has made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; (iv) has made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; or (v) will use, in each case in directly or indirectly, the course proceeds of the conduct offering in furtherance of an offer, payment, promise to pay, or in relation to the businesses or operations authorization of the Group payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. Each BRP Party and each of the Company its subsidiaries have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Selling Stockholder nor any of its subsidiaries, nor any director, officer or employee of the Company Selling Stockholder or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the CompanySelling Stockholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any other member of the Group has in the past five years:‌ its subsidiaries, (i) engaged in has used, or will use, any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) has made or taken any taken, or will make or take, an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) has violated, is in violation of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Selling Stockholder and its subsidiaries, if any, have conducted their business in each case in the course of the conduct of or in relation to the businesses or operations of the Group compliance with applicable anti-corruption laws and each of the Company have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. none of Neither the Company or any other member of the Group Selling Shareholder nor any Director of its subsidiaries or any director their directors or officer of the Company or any other member of the Group officers, nor, to the best knowledge of the CompanySelling Shareholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company Selling Shareholder or any other member of the Group has in the past five years:‌ its subsidiaries (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating related to political activity for the benefit of the Company or its subsidiaries; (ii) has made, taken or will take any action to further or facilitate any offer, pay-ment, gift, promise to pay, or any offer, gift or promise of anything else of value, directly or indi-rectly, to any person knowing that all or a portion of the payment will be offered, given or prom-ised to anyone to improperly influence official action; , to obtain or retain business for the Com-pany or its subsidiaries, or to secure an improper advantage for the Company or its subsidiaries; (iii) made has made, offered, taken, or taken will make, offer or take any act in furtherance of an offerany bribe, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any un-lawful rebate, pay-offpayoff, influence payment, kick-back property, gift, kickback or other unlawful payment to obtain or retain business for the Company or its subsidiaries, or to secure an improper payment advantage for the Company or benefitits subsidiaries; or (iv) is aware of, has taken or will take any action, directly or indirectly, to secure an improper advantage or for the benefit of the Company or any of its subsidiaries that would result in a violation or a sanction for violation by such persons of the FCPA, the OECD Bribery Convention or, to the extent applicable, the U.K. Bribery Act, in each case in as may be amended from time to time, or similar law of any other applicable jurisdiction, including the course rules and regulations thereunder; No part of the conduct proceeds of the offering and sale of the Securities to be sold by the Selling Shareholder hereunder or under the Brazilian Underwriting Agreement will be used, lent, contributed or otherwise made available, directly or indirectly, for the purpose of financing or facilitating any activity that would violate, or in relation violation of, anti-bribery and anti-corruption laws (including, without limitation the FCPA and, to the businesses extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or operations of the Group and each of the Company and the other members of the Group has instituted and maintained and will continue to maintain policies and procedures designed to promote and ensure compliance with the Anti-Bribery Laws;rules or regulations thereunder).

No Unlawful Payments. none of Except as disclosed in the Registration Statement, the Prospectus and the General Disclosure Package, (a) neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the CompanyCompany after due inquiry, anyany director, officer, agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries is aware of or has in the past five years:‌ (i) engaged in taken any activity action, directly or conduct which indirectly, that has resulted or would violate or result in the a violation by any such person of the FCPA, the Xxxxxxx Xxx 0000 or any provision of any other applicable anti-bribery corruption or anti-corruption lawsbribery statute or regulation, including but not limited including, without limitation, any offer, payment, promise to pay or authorization of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines payment of any money or other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contributionproperty, gift, entertainment promise to give or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance authorization of an offer, promise or authorisation the giving of any direct or indirect unlawful payment or benefit anything of value to any “foreign official” (as such term is defined in the FCPA) or domestic government any foreign political party or regulatory official thereof or employee, including of any government- owned or controlled entity or of a public international organisationcandidate for foreign political office, or any person acting in any official capacity for offer, agreement, request or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act action in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course contravention of the conduct of FCPA, the Xxxxxxx Xxx 0000 or in relation to the businesses any other applicable anti-corruption or operations of the Group and each of anti-bribery statute or regulation, (b) the Company and its subsidiaries, and, to the other members knowledge of the Group has instituted Company, its other affiliates have conducted their businesses in compliance with the FCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-corruption or anti-bribery statute or regulation, and maintained (c) the Company and will continue its subsidiaries, and, to the knowledge of the Company, its other affiliates have instituted, maintain and enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to ensure, continued compliance with the AntiFCPA, the Xxxxxxx Xxx 0000 or any other applicable anti-Bribery Laws;corruption or anti-bribery statute or regulation except, in the case of clauses (a) and (b), where any such violation or noncompliance would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

No Unlawful Payments. none None of the Company or Company, any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries or, to the best knowledge of the Company, anyany affiliate, employeedirector, officer, employee or any agent or other person acting on behalf of the Company or of any other member of the Group its subsidiaries or affiliates, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in to any Government Official or other person or entity. The Company and its subsidiaries and, to the course knowledge of the conduct of or Company, its affiliates have conducted their businesses in relation to the businesses or operations of the Group compliance with applicable anti-corruption laws and each of the Company and the other members of the Group has have instituted and maintained maintain and will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. Except as would not, individually or in the aggregate, adversely affect in any material respect the Selling Stockholder’s ability to perform its obligations hereunder, none of the Company Selling Stockholder or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries or, to the best knowledge of the CompanySelling Stockholder, any, employee, agent or other person acting on behalf any of the Company Selling Stockholder’s or its subsidiaries’ directors, officers, agents, employees or affiliates, in such person’s capacity as a director, officer, agent, employee or affiliate of the Selling Stockholder or any other member of the Group its respective subsidiaries, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any unlawful rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the Company ; and the other members of the Group has instituted Selling Stockholder and maintained its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group Selling Shareholder nor any Director of its subsidiaries or any director their directors or officer of the Company or any other member of the Group officers, nor, to the best knowledge of the CompanySelling Shareholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company Selling Shareholder or any other member of the Group has in the past five years:‌ its subsidiaries (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating related to political activity for the benefit of the Company or its subsidiaries; (ii) has made, taken or will take any action to further or facilitate any offer, payment, gift, promise to pay, or any offer, gift or promise of anything else of value, directly or indirectly, to any person knowing that all or a portion of the payment will be offered, given or promised to anyone to improperly influence official action; , to obtain or retain business for the Company or its subsidiaries, or to secure an improper advantage for the Company or its subsidiaries; (iii) made has made, offered, taken, or taken will make, offer or take any act in furtherance of an offerany bribe, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-offpayoff, influence payment, kick-back property, gift, kickback or other unlawful payment to obtain or retain business for the Company or its subsidiaries, or to secure an improper payment advantage for the Company or benefitits subsidiaries; or (iv) is aware of, has taken or will take any action, directly or indirectly, to secure an improper advantage or for the benefit of the Company or any of its subsidiaries that would result in a violation or a sanction for violation by such persons of the FCPA, the OECD Bribery Convention or, to the extent applicable, the U.K. Bribery Act, in each case in as may be amended from time to time, or similar law of any other applicable jurisdiction, including the course rules and regulations thereunder. No part of the conduct proceeds of the offering and sale of the Securities to be sold by the Selling Shareholder hereunder will be used, lent, contributed or otherwise made available, directly or indirectly, for the purpose of financing or facilitating any activity that would violate, or in relation violation of, anti-bribery and anti-corruption laws (including, without limitation the FCPA and, to the businesses extent applicable, the U.K. Bribery Act, and other similar laws of any other applicable jurisdiction, or operations of the Group and each of the Company and the other members of the Group has instituted and maintained and will continue to maintain policies and procedures designed to promote and ensure compliance with the Anti-Bribery Laws;rules or regulations thereunder).

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, any, any other employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (each, an “Anti-Corruption Law” and collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any unlawful rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company or Company, any other member of its subsidiaries, any of the Group Acquired Entities nor any Director or of the Spectrum Entities (with respect to the Acquired Autocare Business), nor any director or officer of the Company or any other member of its subsidiaries or the Group norSpectrum Entities (with respect to the Acquired Autocare Business) or, to the best knowledge of the Company, anyany agent, employee, agent Affiliate or other person associated with or acting on behalf of the Company or any other member of its subsidiaries or any of the Group Spectrum Entities (with respect to the Acquired Autocare Business) (in each case other than any Underwriter) has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in its subsidiaries and the course Spectrum Entities (with respect to the Acquired Autocare Business) and, to the knowledge of the conduct of or Company, its Affiliates, have conducted their businesses in relation to the businesses or operations of the Group compliance with all applicable anti-bribery and each of the Company anti-corruption laws and the other members of the Group has instituted have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with the Anti-Bribery Laws;therewith.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director of its subsidiaries, directors or any director or officer of the Company or any other member of the Group officers nor, to the best knowledge of the CompanyCompany and each of the Guarantors, any, any employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom (the “U.K. Bribery Act”) or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the Anti-proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.K. Bribery Laws;Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, any employee, agent agent, affiliate, representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti‑corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries or affiliates, nor any director or officer nor, to the knowledge of the Company or any other member of the Group nor its subsidiaries, any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or of any other member of the Group its subsidiaries or affiliates, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, promise promise, or authorisation authorization or approval of any direct or indirect unlawful payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to improperly influence official action or secure an improper advantage in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of to any Government Official or in relation to the businesses other person or operations of the Group and each of the entity. The Company and the other members of the Group has its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained maintain and will continue to maintain policies and procedures reasonably designed to promote and ensure achieve compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Company nor any of its Subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its Subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its Subsidiaries has in the past five years:‌ (i) engaged in any activity made, offered, promised or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof) relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the FCPA or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and maintained have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the all applicable anti-bribery and Anti-Bribery Corruption Laws;. Neither the Company nor any of its Subsidiaries will use, directly or indirectly, the proceeds from the sale of the Securities hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws.

No Unlawful Payments. none None of the Company or any other member of the Group Partnership Entities, nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the CompanyPartnership, anyany director, employeeofficer, agent or employee of any of the Partnership Entities or any agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group Partnership Entities has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the Company and the other members of the Group has . The Partnership Entities have instituted and maintained maintain and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, or employee of the Company or any other member of the Group nor any Director its subsidiaries or any director or officer affiliate of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent its subsidiaries has directly or other person acting on behalf of the Company or any other member of the Group has in the past five years:‌ indirectly (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act of 1977) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Foreign Corrupt Practices Act of 1977), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in its subsidiaries and, to the course knowledge of the conduct of or Company, its affiliates, have conducted their business in relation to the businesses or operations of the Group all material respects in accordance with, and each of the Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Antiwith, all applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company or any other member of the Group nor any Director its subsidiaries or controlled affiliates, or any director director, officer or officer employee thereof, nor, to the Company’s knowledge, any agent or representative of the Company or of any other member of the Group norits subsidiaries, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct the payment, giving or indirect unlawful payment receipt of money, property, gifts or benefit anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) in order to influence official action or secure an improper advantage; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of to any Governmental Official or in relation to the businesses other person or operations of the Group entity. The Company and each of the Company its subsidiaries and the other members of the Group has controlled affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein and neither the Company nor any of its subsidiaries or controlled affiliates will use, directly or indirectly, the proceeds of the issuance and sale of the Shares in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor its subsidiaries nor any director, officer, employee or controlled affiliate of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent other affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in the course of the conduct of or in relation to the businesses or operations of the Group its subsidiaries and each of the Company its affiliates have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Bribery Corruption Laws;.

No Unlawful Payments. none None of the Company Bioventus Parties or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group northeir respective subsidiaries or, to the best knowledge of the CompanyBioventus Parties, anyafter due inquiry, employeeany director, officer, employee or affiliate of any Bioventus Party or any of its subsidiaries or any agent or other person acting on behalf of the Company any Bioventus Party or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course . None of the conduct Bioventus Parties or any of their respective subsidiaries will directly or in relation to indirectly use the businesses or operations proceeds of the Group and each offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity in furtherance of an offer, payment, promise to pay, or authorization of the Company payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and the other members of the Group has instituted its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and maintained have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the all Anti-Bribery Corruption Laws;.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries or affiliates, nor any director or officer nor, to the knowledge of the Company or any other member of the Group nor its subsidiaries, any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or of any other member of the Group its subsidiaries or affiliates, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, promise promise, or authorisation authorization or approval of any direct or indirect unlawful payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice ("Governmental Official") to improperly influence official action or secure an improper advantage in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of to any Government Official or in relation to the businesses other person or operations of the Group and each of the entity. The Company and the other members of the Group has its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained maintain and will continue to maintain policies and procedures reasonably designed to promote and ensure achieve compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company or any other member of its Subsidiaries or any director, officer, employee or, to the knowledge of the Group nor Company, any Director or any director or officer agent of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group its Subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment entertainment, or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable law, regulation, order, decree, or directive having the force of law relating to anti-bribery or anti-corruption (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback, or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its Subsidiaries have instituted, maintain, and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Anti-Bribery Corruption Laws;; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization or approval of the payment or giving of money, or anything else of value, to any person in violation of the Anti-Corruption Laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, affiliate or employee of the Company or any other member of the Group nor any Director its subsidiaries or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in the course of the conduct of or in relation to the businesses or operations of the Group its subsidiaries and each of the Company and the other members of the Group has instituted and its controlled affiliates have instituted, maintained and will enforced, and intend to continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person, in each case, in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none None of (x) the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries, (y) to the best knowledge of the Company, anyany directors, employeeofficers, agent employees, agents, controlled affiliates or other person persons acting on behalf of the Company or any other member of its subsidiaries or (z) to the knowledge of the Group Company, CrownRock or any of its subsidiaries, directors, officers, employees, agents, controlled affiliates or other persons acting on behalf of CrownRock or any of its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries, in each case in and to the course knowledge of the conduct of or in relation to the businesses or operations of the Group Company, CrownRock and each of the Company its subsidiaries, have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Anti-Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Laws;Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, any, any employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, in each case in directly or indirectly, the course proceeds of the conduct of or in relation to the businesses or operations offering of the Group and each Shares hereunder in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits Subsidiaries, nor to the best knowledge of the Company, anyany director, officer, agent, employee, agent affiliate or other person representative acting on behalf of the Company or any other member of the Group has in the past five years:‌ its Subsidiaries: (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity activity; (ii) has made, taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the unlawful payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, employee (including any officer or employee of any government- a government or government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the Company or any of its Subsidiaries; or (iviii) has made, offered, agreed, requested or taken an act in furtherance of any bribe, unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-offpayoff, influence payment, kick-back property, gift, kickback or other unlawful payment; or improper (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision of the Xxxxxxx Xxx 0000 of the United Kingdom, or the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (“OECD Convention”), the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or benefitother property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA), including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, in each case in the course contravention of the conduct of FCPA or in relation any applicable anti-bribery and anticorruption laws or regulations to which the businesses Company and its Subsidiaries or operations of the Group and each any director, officer, agent, employee, affiliate or representative acting on behalf of the Company or any of its Subsidiaries is subject. The Company and its Subsidiaries and their controlled affiliates have each conducted their businesses in compliance with the other members of the Group has FCPA and any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintained maintain and will continue to maintain policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries, nor, to the best knowledge of the CompanyCompany and its subsidiaries, anyany director, officer, employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employeeemployee from corporate funds, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case except in the course case of the conduct of or in relation clause (iv) above, for any such action that would not be material to the businesses or operations of the Group and each of the Company and the other members of the Group has instituted its Subsidiaries taken as a whole. The Company and maintained its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group Neither such Selling Stockholder nor, with respect to the best knowledge Selling Stockholders other than the Management Selling Stockholder, any director, officer, manager or employee of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group such Selling Stockholder has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, in each case, as applicable to such Selling Stockholder; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Such Selling Stockholder, in each case in the course of the conduct of or in relation with respect to the businesses or operations of Selling Stockholders other than the Group and each of the Company and the other members of the Group Management Selling Stockholder, has instituted and maintained instituted, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither such Selling Stockholder nor, if applicable, any of the Company its subsidiaries, nor any director, officer or employee of such Selling Stockholder or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the CompanySelling Stockholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company Selling Stockholder or any other member of the Group has in the past five years:‌ its subsidiaries, if any (i) engaged in has used, or will use, any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) has made or taken any taken, or will make or take, an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) has violated, is in violation of, or will violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) has made, offered, agreed, requested or taken taken, or will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. If an entity, such Selling Stockholder and its subsidiaries, if any, have conducted their business in each case in the course of the conduct of or in relation to the businesses or operations of the Group compliance with applicable anti-corruption laws and each of the Company have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge None of the Company, anyany of the Subsidiaries, any of their respective directors or officers, or to the Company’s knowledge after reasonable inquiry, any of their employees, agents, affiliates or representatives, has (i) used any corporate funds for any unlawful or improper contribution, gift, entertainment or other expense; (ii) offered, made, promised to make, or authorized any direct or, indirect unlawful or improper payment to any official, employee, agent, representative of any government (including its department, agency, instrumentality, employee or agent of government-owned or other person acting on behalf controlled entity), or political party or official of the Company any political party or any candidate for ​ ​ ​ any political office, or to any other member of the Group has person, to influence official action or secure an unlawful advantage; or (iii) violated or is in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery corruption or anti-corruption lawsbribery law, including including, but not limited to, any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, or the United Nations Convention against Corruption, signed December 9, 2003, including the applicable provisions of the German Penal Code, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 Xxxxxxx Xxx 0000, or any other law, rule or regulation of similar purposes and scope applicable lawsto them, rulesall as amended (collectively, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Corruption Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has Subsidiaries have instituted and maintained and will continue to maintain policies and procedures which are designed to promote and ensure achieve compliance with the all applicable Anti-Bribery Corruption Laws;; the Company will not use or otherwise make available, directly or indirectly, the proceeds of the offering for any purpose that would violate any applicable anti-corruption or anti-bribery laws. No action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with respect to Anti-Corruption or Laws is pending, or, to the knowledge of Company, threatened.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany director, officer, agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course benefit that would constitute a violation by such persons of any provision of the conduct U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in relation to International Business Transactions, the businesses or operations Xxxxxxx Xxx 0000 of the Group and each of the United Kingdom or any other applicable anti-bribery or anti-corruption law. The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote promote, detect, ensure and ensure remediate compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Company nor any of its Controlled Entities, nor any director, supervisor, officer, manager or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its Controlled Entities, nor, to the best knowledge of the Company, anyany representative, employee, agent affiliate or other person acting on behalf of the Company or any other member of the Group its Controlled Entities has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any taken, or will make or take, an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment payment, giving of money, property, gifts, benefit or benefit anything else of value to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, including in order to influence official action or secure an improper advantage; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any applicable law, rule or regulation of the Cayman Islands, PRC or Hong Kong, or any other applicable anti-bribery or anti-corruption law; (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in ; or (v) will directly or indirectly use the course proceeds of the conduct of or in relation to the businesses or operations offering of the Group and each Shares hereunder in furtherance of the an offer, promise or authorization of any direct or indirect unlawful payment, giving of money, property, gifts, benefit or anything else of value, to any person in violation of any applicable anti-corruption law. The Company and the other members of the Group has instituted its Controlled Entities have instituted, maintained and maintained enforced, and will continue to maintain and enforce adequate policies and procedures that are designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any director, officer, employee, agent, or affiliate of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries, to the best knowledge of the Company, any, employee, agent or other person in each case acting on behalf of the Company or any other member of its subsidiaries (including any officer or employee of the Group Manager acting on behalf of the Company or any of its subsidiaries) has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act unlawful action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in to any Government Official or other person or entity. To the course of the conduct of or in relation to the businesses or operations of the Group and each of extent required by applicable law, the Company and the other members of the Group has instituted its subsidiaries have policies and maintained procedures reasonably designed to comply with applicable anti-bribery and anti-corruption laws and will continue to maintain these policies and procedures and conduct their business in a manner reasonably designed to promote and ensure compliance comply with the Anti-Bribery Laws;such laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany director, officer, agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefitbenefit that would constitute a violation by such persons of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in each case International Business Transactions, the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, except as described in the course of Registration Statement, the conduct of or in relation to Pricing Disclosure Package, the businesses or operations of Prospectus and the Group and each of Company’s periodic filings with the SEC under the Exchange Act since January 1, 2017. The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures reasonably designed to promote promote, detect, ensure and ensure remediate compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group Neither such Selling Stockholder nor, with respect to the best knowledge Selling Stockholders other than the Management Selling Stockholders, any director, officer, manager or employee of the Company, any, employee, agent or other person acting on behalf of the Company or any other member of the Group such Selling Stockholder has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, in each case, as applicable to such Selling Stockholder; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Such Selling Stockholder, in each case in the course of the conduct of or in relation with respect to the businesses or operations of Selling Stockholders other than the Group and each of the Company and the other members of the Group Management Selling Stockholders, has instituted and maintained instituted, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company or any other member of the Group nor any Director its subsidiaries, or any director or officer of the Company or any other member of the Group northereof, or, to the best knowledge of the Company, any, employee, any authorized agent or other person controlled affiliate acting on behalf of the Company or any other member of the Group its subsidiaries, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any unlawful rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the Antiproceeds of the offering will be used by the Company or its subsidiaries, directly or knowingly indirectly, in violation of the Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the U.K. Bxxxxxx Xxx 0000, each as may be amended, or any other applicable anti-Bribery Laws;bribery or anti-corruption laws.

No Unlawful Payments. none To the Company’s knowledge, neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noragent, to the best knowledge of the Companyaffiliate, any, employee, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group Neither such Selling Shareholder, nor any Director or any director or officer of the Company or any other member of the Group such Selling Shareholder nor, to the best knowledge of the Companysuch Selling Shareholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ such Selling Shareholder will (i) engaged in use any activity or conduct which would violate or result in of the violation by such person proceeds of any provision the offering of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds Shares hereunder for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) make or to influence official action; (iii) made or taken any take an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit using the proceeds of the offering of the Shares hereunder to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, any provision of the Brazilian Anticorruption Law (Federal Laws No. 12,846/2013 and 8,429/1992, as amended by Law No. 14,230/2021), Brazilian Decree 11,129/2022, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or commit an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, in relation to the proceeds of the offering of the Shares hereunder; (iv) mademake, offeredoffer, agreedagree, requested request or taken take an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or benefit in relation to the businesses or operations proceeds of the Group and each offering of the Company and Shares hereunder; or (v) will use, directly or indirectly, the other members proceeds of the Group has instituted and maintained and will continue offering of the Shares hereunder in furtherance of an offer, payment, promise to maintain policies and procedures designed pay or authorization of the payment or giving of money, or anything else of value, to promote and ensure compliance with the Antiany person in violation of any applicable anti-Bribery Laws;bribery or anti-corruption law.

No Unlawful Payments. none The Company or any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ not (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its business in compliance with applicable anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintain and each of the Company and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none None of (x) the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries, (y) to the best knowledge of the Company, anyany directors, employeeofficers, agent employees, agents, controlled affiliates or other person persons acting on behalf of the Company or any other member of its subsidiaries or (z) to the knowledge of the Group Company, Anadarko or any of its subsidiaries, directors, officers, employees, agents, controlled affiliates or other persons acting on behalf of Anadarko or any of its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries, in each case in and to the course knowledge of the conduct of or in relation to the businesses or operations of the Group Company, Anadarko and each of the Company its subsidiaries have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Anti-Company nor any of its subsidiaries will use, directly or indirectly, any part of the proceeds from the offering of the Notes hereunder in violation of the FCPA or the U.K. Bribery Laws;Act, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none Neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti‑corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or Chapter 9 (sub-Chapter 5) of the Israeli Penal Law, 5737-1977 and the rules and regulations thereunder or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws. (kk)

No Unlawful Payments. none None of the Company or any other member of the Group nor any Director its subsidiaries, or any director or officer of the Company or any other member of the Group northereof, or, to the best knowledge of the Company, any, employee, any authorized agent or other person controlled affiliate acting on behalf of the Company or any other member of the Group its subsidiaries, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any company funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any unlawful rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the Antiproceeds of the offering will be used by the Company or its subsidiaries, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the U.K. Xxxxxxx Xxx 0000, each as may be amended, or any other applicable anti-Bribery Laws;bribery or anti-corruption laws.

No Unlawful Payments. none The Company or any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ not (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its business in compliance with applicable anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein; and the Company will not use, directly or indirectly, the proceeds of the offering of the Securities in furtherance of any payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of For the past five years, neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, any, any employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise promise, or authorisation authorization or approval of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, in each case in directly or indirectly, the course proceeds of the conduct offering in furtherance of an offer, payment, promise to pay, or in relation to the businesses or operations authorization of the Group payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of the Company its subsidiaries and the other members of the Group has instituted affiliates have conducted their businesses in compliance with applicable anti-corruption laws and maintained have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure achieve compliance with the Antiany applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company, the Sponsor or any director, director nominee, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice or to any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintains and each of the Company and the other members of the Group has instituted and maintained enforces, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The Company will not use, directly or indirectly, the Antiproceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director of its subsidiaries nor any of their respective directors, officers or any director or officer of the Company or any other member of the Group noremployees, nor to the best knowledge of the Company, anythe Company's or any of its subsidiaries' agents, employee, agent affiliates or any other person associated with or acting on behalf of the Company or any of its subsidiaries (other member of than the Group Underwriters and their respective affiliates, with respect to which no representation or warranty is made), has in the past five years:‌ (i) engaged in any activity made, offered, promised or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for authorized any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity (or to influence official action; taken any act in furtherance thereof); (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled -controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of any Brazilian anticorruption laws, including, without limitation, Brazilian Law No. 12,846/2013 or , to the extent applicable, the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under, or is in violation of, any applicable provisions of the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the AntiCompany nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none None of the Company or Company, any other member of its subsidiaries, any of the Group Acquired Entities nor any Director or of the Spectrum Entities (with respect to the Acquired Autocare Business) nor any director or officer of the Company or any other member of its subsidiaries or the Group norSpectrum Entities (with respect to the Acquired Autocare Business) or, to the best knowledge of the Company, anyany agent, employee, agent Affiliate or other person associated with or acting on behalf of the Company or any other member of its subsidiaries or any of the Group Spectrum Entities (with respect to the Acquired Autocare Business) (in each case other than any Underwriter) has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in its subsidiaries and the course Spectrum Entities (with respect to the Acquired Autocare Business) and, to the knowledge of the conduct of or Company, its Affiliates, have conducted their businesses in relation to the businesses or operations of the Group compliance with all applicable anti-bribery and each of the Company anti-corruption laws and the other members of the Group has instituted have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with the Anti-Bribery Laws;therewith.

No Unlawful Payments. none None of the Company Partnership Entities, or any other member director, officer or employee of any of the Group nor any Director or any director or officer of the Company or any other member of the Group norPartnership Entities, and, to the best knowledge of the CompanyPartnership Parties, anyno agents, employee, agent affiliates or other person persons associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ Partnership Entities have (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to expense, including but not limited to, political activity activity, unlawful procurement or to influence official action; bribery; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to anyone, including any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or of any person in violation of any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Partnership Entities have instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, any, any employee, agent agent, affiliates, representative or other person associated with or acting on behalf of the Company or any other member of its subsidiaries, or any agent or representative of the Group Company’s affiliates has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise payment, promise, authorization or authorisation approval of any direct or indirect unlawful payment payment, giving or receipt of money, property, gifts or benefit or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries and maintained affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained in this paragraph. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries or affiliates nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries or affiliates has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit benefit, including the giving or receipt of money, property, gifts or anything else of value, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries and maintained affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein. Neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries, nor, to the best knowledge of the Company, anyany director, officer or employee, agent or controlled affiliate of, or any other person associated with or acting on behalf of of, the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company Bioventus Parties or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group northeir respective subsidiaries or, to the best knowledge of the CompanyBioventus Parties, anyafter due inquiry, employeeany director, officer, employee or affiliate of any Bioventus Party or any of its subsidiaries or any agent or other person acting on behalf of the Company any Bioventus Party or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (“Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course . None of the conduct Bioventus Parties or any of their respective subsidiaries will directly or in relation to indirectly use the businesses or operations proceeds of the Group and each offering or lend, contribute or otherwise make available such proceeds to any subsidiary or any person or entity in furtherance of an offer, payment, promise to pay, or authorization of the Company payment or giving of money, or anything else of value, to any person or entity in violation of any Anti-Corruption Laws. Each Bioventus Party and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the all Anti-Bribery Corruption Laws;.

No Unlawful Payments. none None of the Company, any of its subsidiaries or, to the knowledge of the Company or any other member of the Group nor its subsidiaries, any Director or any director or officer of the Company or any other member of the Group nordirector, to the best knowledge of the Companyofficer, anyagent, employee, agent affiliate or other person acting on behalf of the Company or any other member of the Group its subsidiaries or affiliates has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office (iv“Governmental Official”) to influence official action or secure an improper advantage, (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, to any Government Official or other person or entity and (iv) is aware of or has taken any action, directly or indirectly, that would result in each case a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the course FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the conduct of or in relation FCPA and the Company and, to the businesses or operations of the Group and each knowledge of the Company and its subsidiaries, their affiliates have conducted their businesses in compliance with the other members of the Group has FCPA and applicable anti-bribery and anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote ensure, and ensure which are reasonably expected to continue to ensure, continued compliance with such laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the CompanyCompany and each of the Guarantors, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 (as amended, the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom (the “U.K. Bribery Act”), or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintained and maintained enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with all applicable anti-bribery and anti-corruption laws. No part of the Anti-proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the U.K. Bribery Laws;Act, or any similar laws of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Companyany Company Party, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit; and (v) neither the Company nor any of its subsidiaries, in each case in nor, to the course knowledge of the conduct Company, any of its affiliates, will use, directly or in relation to indirectly, the businesses or operations proceeds of the Group and each Offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Company nor any director, director nominees, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Brixxxx Xxx 0000 xx the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintains and each of the Company and the other members of the Group has instituted and maintained enforces, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. (ll) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Bribery Laws;Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge None of the Company, anyany of the Subsidiaries, any of their respective directors or officers, or to the Company’s knowledge after reasonable inquiry, any of their employees, agents, affiliates or representatives, has (i) used any corporate funds for any unlawful or improper contribution, gift, entertainment or other expense; (ii) offered, made, promised to make, or authorized any direct or, indirect unlawful or improper payment to any official, employee, agent, representative of any government (including its ​ ​ ​ department, agency, instrumentality, employee or agent of government-owned or other person acting on behalf controlled entity), or political party or official of the Company any political party or any candidate for any political office, or to any other member of the Group has person, to influence official action or secure an unlawful advantage; or (iii) violated or is in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery corruption or anti-corruption lawsbribery law, including including, but not limited to, any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, or the United Nations Convention against Corruption, signed December 9, 2003, including the applicable provisions of the German Penal Code, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 Xxxxxxx Xxx 0000, or any other law, rule or regulation of similar purposes and scope applicable lawsto them, rulesall as amended (collectively, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Corruption Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has Subsidiaries have instituted and maintained and will continue to maintain policies and procedures which are designed to promote and ensure achieve compliance with the all applicable Anti-Bribery Corruption Laws;; the Company will not use or otherwise make available, directly or indirectly, the proceeds of the offering for any purpose that would violate any applicable anti-corruption or anti-bribery laws. No action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with respect to Anti-Corruption or Laws is pending, or, to the knowledge of Company, threatened.

No Unlawful Payments. none None of the Company, the Sponsor, or any director, director nominee, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice or to any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its businesses in compliance with applicable anti-bribery and anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintains and each of the Company and the other members of the Group has instituted and maintained enforces, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. The Company will not use, directly or indirectly, the Antiproceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted and maintained and will continue to maintain its subsidiaries have promoted policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws, and have instituted formal written policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge None of the Company, anyany of the Subsidiaries, any of their respective directors or officers, or to the Company’s knowledge after reasonable inquiry, any of their employees, agents, affiliates or representatives, has (i) used any corporate funds for any unlawful or improper contribution, gift, entertainment or other expense; (ii) offered, made, promised to make, or authorized any direct or, indirect unlawful or improper payment to any official, employee, agent, representative of any government (including its department, agency, instrumentality, employee or agent of government-owned or other person acting on behalf controlled entity), or political party or official of the Company any political party or any candidate for ​ ​ ​ ​ any political office, or to any other member of the Group has person, to influence official action or secure an unlawful advantage; or (iii) violated or is in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery corruption or anti-corruption lawsbribery law, including including, but not limited to, any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, or the United Nations Convention against Corruption, signed December 9, 2003, including the applicable provisions of the German Penal Code, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 Xxxxxxx Xxx 0000, or any other law, rule or regulation of similar purposes and scope applicable lawsto them, rulesall as amended (collectively, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Corruption Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has Subsidiaries have instituted and maintained and will continue to maintain policies and procedures which are designed to promote and ensure achieve compliance with the all applicable Anti-Bribery Corruption Laws;; the Company will not use or otherwise make available, directly or indirectly, the proceeds of the offering for any purpose that would violate any applicable anti-corruption or anti-bribery laws. No action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with respect to Anti-Corruption or Laws is pending, or, to the knowledge of Company, threatened.

No Unlawful Payments. none Except as may be deemed to have occurred in connection with the matter described under “Summary—Recent developments—Resolution of previously disclosed FCPA investigation in China” and elsewhere in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any any, rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge None of the Company, anyany of the Subsidiaries, any of their respective directors or officers, or to the Company’s knowledge after reasonable inquiry, any of their employees, agents, affiliates or representatives, has (i) used any corporate funds for any unlawful or improper contribution, gift, entertainment or other expense; (ii) offered, made, promised to make, or authorized any direct or, indirect unlawful or improper payment to any official, employee, agent, representative of any government (including its department, agency, instrumentality, employee or agent of government-owned or other person acting on behalf controlled entity), or political party or official of the Company any political party or any candidate for ​ any political office, or to any other member of the Group has person, to influence official action or secure an unlawful advantage; or (iii) violated or is in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery corruption or anti-corruption lawsbribery law, including including, but not limited to, any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, or the United Nations Convention against Corruption, signed December 9, 2003, including the applicable provisions of the German Penal Code, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 Xxxxxxx Xxx 0000, or any other law, rule or regulation of similar purposes and scope applicable lawsto them, rulesall as amended (collectively, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Corruption Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or unlawful expense relating to political activity or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-off, influence payment, kick-back or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has Subsidiaries have instituted and maintained and will continue to maintain policies and procedures which are designed to promote and ensure achieve compliance with the all applicable Anti-Bribery Corruption Laws;; the Company will not use or otherwise make available, directly or indirectly, the proceeds of the offering for any purpose that would violate any applicable anti-corruption or anti-bribery laws. No action, suit, claim, investigation, proceeding, or other inquiry by or before any Governmental Authority involving the Company with respect to Anti-Corruption or Laws is pending, or, to the knowledge of Company, threatened.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries, nor, to the best knowledge of the Company, anyany director, employeeofficer, agent agent, employee or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign public Public Officials in International Business Transactions, 1997or committed an offense under the Xxxxxxx Xxx 0000 of the United Kingdom, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Antianti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment bribery or unlawful expense relating to political activity anti-corruption law; or to influence official action; (iii) made or taken any act in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- owned or controlled entity or of a public international organisation, or any person acting in any official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, benefit (in each case in the course of the conduct of or in relation to the businesses or operations of the Group clauses (i), (ii), (iii) and each of the (iv), with such exceptions as are not material). The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. No part of the Antiproceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the Xxxxxxx Xxx 0000 of the United Kingdom, each as may be amended, or any other applicable anti-Bribery Laws;bribery or anti-corruption law of any other relevant jurisdiction, or the rules or regulations thereunder.

No Unlawful Payments. none Neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany director, employeeofficer or employee of the Company nor, agent to the knowledge of the Company, any agent, affiliate, representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering the of shares of Common Stock hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group Neither such Selling Stockholder nor any Director of its subsidiaries, directors, officers or any director or officer of the Company or any other member of the Group employees, nor, to the best knowledge of the Companysuch Selling Stockholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company such Selling Stockholder or any other member of the Group its subsidiaries, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Such Selling Stockholder and its subsidiaries have instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintain and each of the Company and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither such Selling Stockholder nor its subsidiaries will use, directly or indirectly, the Antiproceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor its subsidiaries nor any director, officer, employee or controlled Affiliate of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent other Affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company, in each case in the course of the conduct of or in relation to the businesses or operations of the Group its subsidiaries and each of the Company its Affiliates have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Anti-Bribery Corruption Laws;.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, any, any employee, agent agent, affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Neither the Company nor any of its subsidiaries will use, in each case in directly or indirectly, the course proceeds of the conduct offering in furtherance of an offer, payment, promise to pay, or in relation to the businesses or operations authorization of the Group payment or giving of money, or anything else of value, to any person in violation of any applicable anti-bribery and anti-corruption laws. The Company and each of the Company its subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and the other members of the Group has instituted have instituted, maintain and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company Partnership Entities, or any other member director, officer or employee of any of the Group nor any Director or any director or officer of the Company or any other member of the Group norPartnership Entities, and, to the best knowledge of the CompanyPartnership Parties, anyno agents, employee, agent affiliates or other person persons associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ Partnership Entities have (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or any other applicable anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Partnership Entities have instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce, policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none The Company or any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group noror, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ not (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has conducted its business in compliance with applicable anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintain and each of the Company and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein; and the Company will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none of the Company or any other member of the Group Neither such Selling Stockholder nor any Director of its subsidiaries (if any), nor, any director, officer or any director or officer employee of the Company or any other member of the Group norsuch Selling Stockholder or, to the best knowledge of the Companysuch Selling Stockholder, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group such Selling Stockholder has in the past five years:‌ not (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office, or any person in violation of any applicable anti-corruption laws; or (iii) violated or is in violation of any provision of the FCPA, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Such Selling Stockholder has conducted its business in compliance with applicable anti-corruption laws and has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintain and each of the Company and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and with the Antirepresentations and warranties contained herein; and each of the Selling Stockholders will not use, directly or indirectly, the proceeds of the offering in furtherance of any offer payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none None of the Company or any other member of the Group Eclipse Entities, nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany director, officer, agent, employee, agent Affiliate or other person representative acting on behalf of the Company or any other member of the Group has in the past five years:‌ Eclipse Entities: (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) has used any funds for any unlawful contribution, gift, property, entertainment or other unlawful expense relating to political activity activity; (ii) has made, taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, promise or authorisation of any direct or indirect unlawful payment, promise to pay, or authorization or approval of the unlawful payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, employee (including any officer or employee of any government- a government or government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the Eclipse Entities; or (iviii) has made, offered, agreed, requested or taken an act in furtherance of any bribe, unlawful bribe or any other unlawful benefit, including without limitation, any rebate, pay-offpayoff, influence payment, kick-back property, gift, kickback or other unlawful payment; or improper (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation of any provision of the Xxxxxxx Xxx 0000 of the United Kingdom, or the OECD Convention on Bribery of Foreign Public Officials in International Business Transactions (“OECD Convention”), the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or benefitother property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA), including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, in each case in the course contravention of the conduct of FCPA or in relation any applicable anti-bribery and anticorruption laws or regulations to which the businesses Eclipse Entities or operations any director, officer, agent, employee, Affiliate or representative acting on behalf of the Group Eclipse Entities is subject. The Eclipse Entities and their Affiliates have each of conducted their businesses in compliance with the Company FCPA and the other members of the Group has any applicable anti-bribery and anti-corruption laws or regulations and have instituted and maintained maintain and will continue to maintain policies and procedures designed to promote and ensure ensure, and which are reasonably expected to continue to ensure, continued compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none Neither the Company nor any of its Subsidiaries or affiliates, nor any director, officer or employee, nor, to the knowledge of the Company or any other member of the Group nor its Subsidiaries, any Director or any director or officer of the Company or any other member of the Group noragent, to the best knowledge of the Company, any, employee, agent representative or other person acting on behalf of the Company or of any other member of the Group its Subsidiaries or affiliates, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity, (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office (“Governmental Official”) to influence official action or secure an improper advantage, (iii) violated or is in violation of, or is aware of or any taken any action that would result in a violation of, any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rule and regulations thereunder, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law, or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of to any Governmental Official or in relation to the businesses other person or operations of the Group and each of the entity. The Company and the other members of the Group has its Subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-bribery and anti-corruption laws and have instituted and maintained maintain and will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group norits subsidiaries, nor to the best knowledge of the Company, anyany director, officer, employee, agent agent, affiliate or other person acting on behalf of the Company or any other member of the Group has in the past five years:‌ its subsidiaries has: (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice from corporate funds; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained and will continue to maintain enforce policies and procedures reasonably designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. Neither the AntiCompany nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Company, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ its subsidiaries has: (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted and maintained and will continue to maintain its subsidiaries have promoted policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws, and have instituted formal written policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

No Unlawful Payments. none of Neither the Company or any other member of the Group nor any Director or of its subsidiaries, nor any director or officer of the Company or any other member of the Group its subsidiaries, nor, to the best knowledge of the Company, anyany employee of the Company or any of its subsidiaries or any agent, employee, agent controlled affiliate or other person associated with or acting on behalf of the Company or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in used, nor will use, any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any taken, nor will make or take, an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated, will violate, or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law (collectively, the “Anti-Corruption Laws”); or (iv) made, offered, agreed, requested or taken taken, nor will make, offer, agree, request or take, an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries and affiliates have conducted their businesses in compliance, in each case in all material respects, with the course of the conduct of or in relation to the businesses or operations of the Group Anti-Corruption Laws and each of the Company have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Anti-Bribery Corruption Laws and with the representation and warranty contained herein. Neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;.

No Unlawful Payments. none None of the Laredo Parties nor, to the knowledge of the Laredo Parties, any director, officer or employee of the Company or any other member of the Group nor any Director its subsidiaries, or any director or officer of the Company or any other member of the Group noragent, to the best knowledge of the Companyaffiliate, any, employee, agent employee or other person associated with or acting on behalf of the Company or any other member of the Group Laredo Parties has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offense under the Bxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of or in relation to the businesses or operations of the Group and each of the . The Company and the other members of the Group has instituted its subsidiaries have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. In no event shall any person or entity be deemed to be an “affiliate” of any of the Anti-Bribery Laws;Laredo Parties for purposes of this Section 1(nn) solely by virtue of being controlled by or under common control with Warburg Pincus LLC or any of its affiliates (other than the Laredo Parties).

No Unlawful Payments. none Neither the Company nor any director, officer or employee of the Company or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, anyany agent, employeeaffiliate, agent representative or other person associated with or acting on behalf of the Company or any other member of the Group has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, payment, promise to pay or authorisation authorization or approval of any direct or indirect unlawful payment or benefit benefit, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating US.129929318.07 Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribxxx Xxx 0000 xx the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Company has instituted, in each case in the course of the conduct of or in relation to the businesses or operations of the Group maintained and each of the Company and the other members of the Group has instituted and maintained enforced, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws and the Antirepresentations and warranties contained herein. The Company will not use, directly or indirectly, the proceeds from the offering of the Shares hereunder in furtherance of any offer, payment, promise to pay or authorization or approval of any payment or benefit, giving or receipt of money, property, gifts or anything else of value, to any person in violation of any anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries or affiliates, nor any director, officer or employee, nor, to the knowledge of the Company or any other member of the Group nor its subsidiaries, any Director or any director or officer of the Company or any other member of the Group nor, to the best knowledge of the Company, any, employee, agent or other person acting on behalf of the Company or of any other member of the Group its subsidiaries or affiliates, has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (ii) taken or to influence official action; (iii) made or taken will take any act action in furtherance of an offer, payment, promise to pay, or authorisation authorization or approval of any direct or indirect unlawful the payment or benefit giving of money, property, gifts or anything else of value, directly or indirectly, to any foreign government official, including any officer or domestic employee of a government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political officeoffice (“Governmental Official”) to influence official action or secure an improper advantage; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit, in each case in the course of the conduct of to any Governmental Official or in relation to the businesses other person or operations of the Group and each of the entity. The Company and the other members of the Group has its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained maintain and will continue to maintain policies and procedures designed to promote and ensure achieve compliance with all applicable anti-bribery and anti-corruption laws and with the Anti-Bribery Laws;representation and warranty contained herein.

No Unlawful Payments. none None of either Issuer or any of their respective subsidiaries (with respect to Popeyes Louisiana Kitchen, Inc. and its subsidiaries, to the knowledge of the Company Issuers and the Guarantors), nor any director, officer or employee of either Issuer or any other member of their respective subsidiaries (with respect to Popeyes Louisiana Kitchen, Inc. and its subsidiaries, to the knowledge of the Group nor any Director or any director or officer of Issuers and the Company or any other member of the Group Guarantors) nor, to the best knowledge of either Issuer or any of the CompanyGuarantors, anyany agent, employee, agent affiliate or other person associated with or acting on behalf of the Company either Issuer or any other member of their respective subsidiaries (with respect to Popeyes Louisiana Kitchen, Inc. and its subsidiaries, to the knowledge of the Group Issuers and the Guarantors) has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law of any other relevant jurisdiction; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. The Issuers and their respective subsidiaries (with respect to Popeyes Louisiana Kitchen, in each case in Inc. and its subsidiaries, to the course knowledge of the conduct of or in relation to the businesses or operations of the Group and each of the Company Issuers and the other members of the Group has instituted Guarantors) have instituted, maintain and maintained and will continue to maintain enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.

No Unlawful Payments. none None of the Company or Xxxx Parties, any other member of the Group nor any Director or their respective subsidiaries, any director or officer of the Company any Xxxx Party or any other member of the Group northeir respective subsidiaries or, to the best knowledge of the CompanyXxxx Parties, anyany agent, employee, agent affiliate, representative or other person associated with or acting on behalf of the Company any Xxxx Party or any other member of the Group their respective subsidiaries has in the past five years:‌ (i) engaged in any activity or conduct which would violate or result in the violation by such person of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; activity; (iiiii) made or taken any an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government- government-owned or controlled entity or of a public international organisationorganization, or any person acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. Each Xxxx Party and its subsidiaries, in each case in the course of the conduct of or in relation to the businesses or operations of the Group taken as a whole, have instituted, maintain and each of the Company and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws. None of the AntiXxxx Parties or any of their respective subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-Bribery Laws;corruption laws.

No Unlawful Payments. none Neither such Selling Stockholder nor (if such Selling Stockholder is not a natural person) any of the Company its subsidiaries nor any director, officer, or employee of such Selling Stockholder or any other member of the Group nor any Director or any director or officer of the Company or any other member of the Group its subsidiaries nor, to the best knowledge of the Companysuch Selling Stockholder, anyany agent, employee, agent affiliate or other person or entity associated with or acting on behalf of the Company such Selling Stockholder or any other member of the Group its subsidiaries has in the past five years:‌ (i) engaged in taken any activity action, directly or conduct which indirectly, that has resulted or would violate or result in (A) the violation by such person use of any provision of any applicable anti-bribery or anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations promulgated thereunder, the OECD Convention on Combating Bribery of Foreign public Officials in International Business Transactions, 1997, the U.K. Bribery Act 2010 or any other similar applicable laws, rules, regulations and guidelines of any other jurisdiction to which they may be subject (the “Anti-Bribery Laws”); (ii) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity activity; (B) the making or to influence official action; (iii) made or taken any taking of an act in furtherance of an offer, promise or authorisation authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including including, without limitation, of any government- government-owned or controlled entity or of a public international organisationorganization, or any person or entity acting in any an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (ivC) madea violation by any such person or entity of any provision of the Foreign Corrupt Practices Act of 1977, offeredas amended, agreedor any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, requested or taken committed an offense under the Xxxxxxx Xxx 0000 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (D) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance of any unlawful bribe or any other unlawful benefit, including including, without limitation, any rebate, pay-offpayoff, influence payment, kick-back kickback or other unlawful or improper payment or benefit. If such Selling Stockholder is not a natural person, in each case in the course of the conduct of or in relation to the businesses or operations of the Group such Selling Stockholder and each of the Company its subsidiaries have instituted, maintain and the other members of the Group has instituted and maintained enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with the Antiall applicable anti-Bribery Laws;bribery and anti-corruption laws.